May 16, 2001
Dreyfus Premier State Municipal Bond
Fund, on behalf of its New Jersey Series
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dreyfus New Jersey Municipal
Bond Fund, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Agreement and Plan of Reorganization
Ladies and Gentlemen:
You have requested our opinion as to certain Federal income tax consequences of
the reorganization contemplated by the Agreement and Plan of Reorganization
between Dreyfus Premier State Municipal Bond Fund, a Massachusetts business
trust (the "Trust"), on behalf of its New Jersey Series (the "Fund"), and
Dreyfus New Jersey Municipal Bond Fund, Inc., a Maryland corporation (the
"Acquiring Fund"). A copy of the Agreement and Plan of Reorganization is
included as Exhibit A to the Registration Statement on Form N-14 of the
Acquiring Fund (Registration No. 333-54778) (the "Registration Statement"). You
have advised us that the Acquiring Fund and the Fund have qualified as
"regulated investment companies" within the meaning of Subchapter M of Chapter 1
of the Internal Revenue Code of 1986, as amended (the "Code"), for each of their
taxable years ending on or before or including the Closing Date.
In rendering this opinion, we have examined the Agreement and Plan of
Reorganization, the Registration Statement, and such other documents as we have
deemed necessary or relevant for the purpose of this opinion. In issuing our
opinion, we have relied upon statements and representations of the Trust, on
behalf of the Fund, and of the Acquiring Fund, made in the Registration
Statement and to us for our use in rendering this opinion. As to various
questions of fact material to this opinion, where relevant facts were not
independently established by us, we have relied upon statements of, and written
information provided by, representatives of the Trust and of the Acquiring Fund.
We also have examined such matters of law as we have deemed necessary or
appropriate for the purpose of this opinion. We note that our opinion is based
on our examination of such law, our review of the documents described above, the
statements and representations referred to above and in the Registration
Statement and the Agreement and Plan of Reorganization, the provisions of the
Code, the regulations, published rulings and announcements thereunder, and the
judicial interpretations thereof currently in effect. Any change in applicable
law or any of the facts and circumstances described in the Registration
Statement, or inaccuracy of any statements or representations on which we have
relied, may affect the continuing validity of our opinion.
Capitalized terms not defined herein have the respective meanings given such
terms in the Agreement and Plan of Reorganization.
Based on the foregoing, it is our opinion that for Federal income tax purposes:
a) The transfer of all or substantially all of the Fund's assets in
exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund
of certain identified liabilities of the Fund will constitute a "reorganization"
within the meaning of Section 368(a)(1)(C) of the Code;
b) No gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Fund solely in exchange for the Acquiring Fund
Shares and the assumption by the Acquiring Fund of certain identified
liabilities of the Fund;
c) No gain or loss will be recognized by the Fund upon the transfer of
the Fund's assets to the Acquiring Fund in exchange for the Acquiring Fund
Shares and the assumption by the Acquiring Fund of certain identified
liabilities of the Fund or upon the distribution of the Acquiring Fund Shares to
Fund Shareholders in exchange for their Fund shares;
d) No gain or loss will be recognized by Fund Shareholders upon the
exchange of their Fund shares for the Acquiring Fund Shares;
e) The aggregate tax basis for the Acquiring Fund Shares received by
each Fund shareholder pursuant to the Reorganization will be the same as the
aggregate tax basis of the Fund shares held by such shareholder immediately
prior to the Reorganization, and the holding period of the Acquiring Fund Shares
to be received by each Fund Shareholder will include the period during which the
Fund shares exchanged therefor were held by such shareholder (provided the Fund
shares were held as capital assets on the date of the Reorganization); and
f) The tax basis of the Fund's assets acquired by the Acquiring Fund
will be the same as the tax basis of such assets to the Fund immediately prior
to the Reorganization, and the holding period of the assets of the Fund in the
hands of the Acquiring Fund will include the period during which those assets
were held by the Fund.
No opinion is expressed as to the effect of the Reorganization on (i) the Fund
or the Acquiring Fund with respect to any asset as to which any unrealized gain
or loss is required to be recognized for Federal income tax purposes at the end
of a taxable year (or on the termination or transfer thereof) under a
mark-to-market system of accounting, and (ii) any Fund shareholder that is
required to recognize gains and losses for Federal income tax purposes under a
mark-to-market system of accounting.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the filing of this opinion as an exhibit to any
application made by or on behalf of the Acquiring Fund or any distributor or
dealer in connection with the registration and qualification of the Acquiring
Fund shares under the securities laws of any state or jurisdiction. In giving
such permission, we do not admit hereby that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ STROOCK & XXXXXXX & XXXXX LLP
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STROOCK & XXXXXXX & XXXXX LLP
